A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT issued, sold and delivered in compliance with applicable federal and state securities laws and not subject to any preemptive rights. When issued in accordance with the terms of the Series 6-A Preferred and the Warrants, the shares of Common Stock issuable upon exercise of Series 6-A Preferred and the Warrants will be validly issued, fully paid and non-assessable. The terms relating to the Warrants are as set forth in Exhibit B attached hereto. The relative rights, preferences and other terms relating to the Series 6-A Preferred are as set forth in Exhibit C attached hereto. There are no preemptive rights, rights of first refusal, put or call rights or obligations or any other purchase or redemption obligations or anti-dilution rights with respect to the Company’s capital stock or any interests therein, other than as disclosed on Schedule 3.2 or rights set forth herein or in the Company’s Certificate of Incorporation or the Certificates of Designation establishing such capital stock. Other than as set forth herein, there are no rights to have the Company’s capital stock registered for sale to the public in connection with the laws of any jurisdiction, and there are no agreements relating to the voting of the Company’s voting securities or restrictions on the transfer of the Company’s capital stock.
A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT part upon the representations of the Purchasers in Section 4 of this Agreement, and subject to Section 3.5 below, the Common Stock issuable upon conversion of the Shares and exercise of the Warrants will be issued in compliance with all applicable federal and state securities laws.
A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT knowledge and experience in finance and business that it is capable of evaluating the risks and merits of its investment in the Company and the Purchaser is able financially to bear the risks thereof.
A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT such directors and officers are referred to herein as the “Covered Persons”), including run-off for past acts. From and after the Closing, the Company will fulfill and honor in all respects the obligations of the Company pursuant to any indemnification obligations of the Company with respect to each of the Covered Persons, and any indemnification provisions under the Company’s certificate of incorporation and bylaws will contain provisions with respect to exculpation and indemnification that are at least as favorable to the Covered Persons as those contained in the certificate of incorporation and bylaws of the Company as in effect on the date hereof, which provisions will not be amended, repealed or otherwise modified for a period of six years from the Closing in any manner that would adversely affect the rights of the Covered Persons, unless such modification is required by law. This covenant shall be enforceable by the Covered Persons as third party beneficiaries, and shall be binding on all successors and assigns of the Company.
A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT and non-assessable and will have been offered, issued, sold and delivered in compliance with applicable federal and state securities laws and not subject to any preemptive rights. When issued in accordance with the terms of the Series 6-A Preferred and the Warrants, the shares of Common Stock issuable upon exercise of Series 6-A Preferred and the Warrants will be validly issued, fully paid and non-assessable. The terms relating to the Warrants are as set forth in Exhibit A attached hereto. The relative rights, preferences and other terms relating to the Series 6-A Preferred are as set forth in Exhibit B attached hereto. There are no preemptive rights, rights of first refusal, put or call rights or obligations or any other purchase or redemption obligations or anti-dilution rights with respect to the Company’s capital stock or any interests therein, except as disclosed in the Company’s SEC Filings (as that term is defined herein) or rights set forth herein or in the Company’s Certificate of Incorporation or the Certificates of Designation establishing such capital stock.
A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT call rights or obligations or any other purchase or redemption obligations or anti-dilution rights with respect to the Company’s capital stock or any interests therein, other than as disclosed on Schedule 3.2 or rights set forth herein or in the Company’s Certificate of Incorporation or the Certificates of Designation establishing such capital stock. Other than as set forth herein, there are no rights to have the Company’s capital stock registered for sale to the public in connection with the laws of any jurisdiction, and there are no agreements relating to the voting of the Company’s voting securities or restrictions on the transfer of the Company’s capital stock.
A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT the consummation of the transactions contemplated by this Agreement, except such filings as shall have been made prior to and shall be effective on and as of the Closing and such filings required to be made after the Closing under applicable federal and state securities laws.
A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT state and, to the Company’s knowledge, no proceeding for that purpose has been initiated or is threatened or contemplated by the SEC or the regulatory authorities of any state.
A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT unless the resales of same are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that, except as otherwise provided herein, the Company has no obligation to register or qualify the resale of the Shares, the Warrants or the Common Stock issuable upon conversion of the Shares or exercise of the Warrants for resale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, the Warrants and the Common Stock issuable upon conversion of the Shares and exercise of the Warrants, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.
A PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on the signature page, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 8.5. If notice is given to the Company, a copy shall also be sent to Kxxxxxxxxxx & Lxxxxxxx Xxxxxxx Gxxxx Xxxxx LLP, 1000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, Attention: I. Bxxxx Xxxxxxxx.
